Hey there partner! We’re happy to have you on board as an official affiliate partner of The Conquer Club, and we value our relationship with you so much. We have written this legal agreement with you in mind, and we realize there is a lot of information here so if you do have any questions or want to discuss our terms with us directly, please reach out at firstname.lastname@example.org. Thank you so much for your support.
This Agreement contains the complete terms and conditions that apply to an individual or entity’s (“Affiliate”) participation in The Conquer Club Affiliate Program (the “Program”) with She Takes on the World Inc. (the “Company”). Affiliate represents that it has read and understands all of the provisions of this Agreement and that it agrees to be legally responsible for each and every term and condition.
Affiliate must be 18 years or older to participate in The Program. The Company reserves the right to accept or deny any Affiliate account at our sole discretion. The Company, at our sole discretion, reserves the right to terminate any Affiliate account without compensation if we determine the Affiliate is unsuitable for our Program, including if the Affiliate:
- a) Promotes sexually explicit or violent materials
- b) Promotes discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age
- c) Promotes illegal activities
- d) Violates FTC laws around marketing and promotional practices online
- e) Infringes on the Program’s intellectual property. You may not create or design your website, marketing promotions, videos, and content in a manner which resembles our website and brand likeness.
- f) Runs paid advertisements without written approval from the Company
3 The Promotional Materials
3.1. Once accepted to the Program, Company shall make available to Affiliate a unique hyperlink (the “Affiliate Link”), certain banner advertisements, button links, text links, and/or other graphic or textual material (“The Promotional Materials”) for display and use on the Affiliate’s website (“Affiliate Site”), in direct emails to Affiliate’s email list and in Affiliate’s social media accounts (all “Affiliate’s Marketing Channels”). Affiliate shall display the Promotional Materials prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.
3.2. Use of The Promotional Materials. The Affiliate’s use and display of the Promotional Materials in the Affiliate’s Marketing Channels shall conform to the following terms, conditions and specifications:
- Affiliate may not use any graphic, textual or other materials to promote
Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
- Affiliate may only use the Promotional Materials for the purpose of promoting
Company’s website (and the products and services available thereon), and for
linking to Company’s website.
- Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.
- Online The Promotional Materials will be used to link only to Company’s website, to the specific URL as specified by Company.
- If Affiliate’s participation in the Program is terminated for any reason, Affiliate will immediately ceasing using Promotional Materials and will destroy all digital and physical copies of The Promotional Materials in its possession.
- Affiliate Partner agrees to abide by all applicable government anti-SPAM and
marketing guidelines. Company strictly forbids the use of unsolicited commercial
email or SPAM campaigns and maintains a zero-tolerance policy against SPAM, be it direct, or through a third party or any other agent acting on the Affiliate’s behalf. A violation of this anti-spam provision will result in the termination of this Agreement and forfeiture of all unpaid Referral Fees.
4 Order Processing
4.1 Company will process orders placed by third parties who follow Links from the Affiliate Site to the Company Site (“Affiliate Customers”). Any Affiliate Customer who buys Company products or services through the Program will be deemed to be customers of Company and accordingly, will be subject to Company’s rules, policies and operating procedures concerning customer orders, customer service and Company product sales. Company will be responsible for all aspects of order processing and fulfillment. Company will prepare order forms, process payments, cancellations, and refunds and provide Affiliate Customers with customer service. Company further reserves the right to reject orders that do not comply with any requirements that Company may periodically establish.
4.2 Affiliate understands that Company will make every effort to properly track sales made to Affiliate Customers who purchase products using Links from the Affiliate Site to the Company Site and will periodically provide Affiliate with access to reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in Company’s discretion but will generally be available on a continuous basis. Affiliate hereby agrees not to disclose the information contained in these reports to any third party without Company’s prior written consent. To permit accurate tracking, reporting, and fee accrual, Affiliate must ensure that the Links between the Affiliate Site and the Company Site are properly formatted. Company will not be responsible for tracking and reporting sales that were not made through a Link formatted to its specifications.
5 Referral Fees
5.1 Company will pay to Affiliate a fee (“Referral Fee”) on the sale of certain products that are entitled to earn Referral Fees under the Program (“Qualifying Products”) to Affiliate Customers who purchase using Links from Affiliate Site to Company Site. For a sale to generate a Referral Fee, the Affiliate Customer must:
– Follow a Link (in the format specified by Company) from the Affiliate’s Marketing Channels to the Company site;
- Purchase a Qualifying Product using Company’s automated ordering system;
- Accept delivery of the Qualifying Product; and
- Remit full payment to Company.
All determinations as to whether a Referral Fee is payable will be made by Company and will be final and binding. The Company reserves the right to manually assign or modify a Referral Fee when additional information is provided or a request is made by the Customer. Our priority is to deliver a fair Program, and Referral Fee modifications are always made with the objective of fairness in mind.
5.2 Qualifying Products. Company retains the right, in its sole discretion, to add,
remove or substitute Qualifying Products from time to time. The following are the
current Qualifying Products under the Program: Conquer Club Membership
5.3 Fee schedule. Affiliate will earn Referral Fees based on the gross sale price of
Qualifying Products according to fee schedules to be established by Company. The current Referral Fee is $749.50 USD for each sale of a Qualifying Product. In the event an Affiliate Customer uses a coupon with purchase the Referral Fee will be 50% of the purchase price to a maximum amount of $749.50 USD. Affiliate can not use his or her own Affiliate Link to make a purchase. A Referral Fee will not be earned when an Affiliate purchases The Conquer Club through his or her own Affiliate Link.
5.4 Fee payment. Subject to other provisions herein, Company will pay Affiliate
Referral Fees within 30 days following the end of each calendar month on payments that have been received for The Conquer Club. Simply stated, we pay our Affiliate Partners as we collect payments from Affiliate Customers. If an Affiliate Customer returns a product or service that generated a Referral Fee, a corresponding deduction will be made from Affiliate’s next monthly payment. Delinquent Payments that are not collected within 60 days of the date the Payment was due will be deemed ineligible for an Affiliate Referral Fee. Affiliate is responsible for all legal filings and tax payments in his or her area of jurisdiction related to Referral Fees earned.
5.5 Company reserves the right to withhold or reverse Referral Fees if Affiliate is in breach of the Agreement or has engaged in any fraudulent activity, including, but not limited to, cookie stuffing, cloaking, or forcing pop-ups.
5.6 Company provides no guarantee, warranty or representation as to the amount of Referral Fees that may be generated by Affiliate pursuant to this Agreement.
5.7 While the Company makes every effort to accurately track Referrals and Referral Fees owing to Affiliate, the Company will not be held liable for technical difficulties, unforeseeable events, and outside actions that interfere with the Company’s ability to track sales for the Program and pay Referral Fees. Final amount due to Affiliate is at the sole discretion of Program.
6 No Representations Regarding Income Potential
The Company makes no representations or warranties regarding potential income that may result from participation in the Program and specifically disclaims any and all warranties relative to Affiliate’s earning potential.
7 Ownership of Affiliate Customer Information
Affiliate acknowledges and agrees that Company will own all right, title and interest in and to all information that is created or collected in connection with this Agreement, including, without limitation, (i) any contact information collected from any Affiliate Customer who enters Company’s Site from a Link on the Affiliate Site; and (ii) any information regarding click-through rates or product purchase by such Affiliate Customers (“Sales Information”). Subject to the terms and conditions of this Agreement, Company grants Affiliate a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill its obligations under this Agreement or for Affiliate’s internal research purposes. Affiliate agrees not to disclose any Sales Information or Affiliate Customer contact information to any third party without Company’s prior written approval.
8 License Grant
Company hereby grants to Affiliate a limited, nonexclusive, royalty-free,
non-transferable, worldwide license, without the right to sublicense, to use,
reproduce, publicly perform, distribute and display the name, trademarks, service marks, logos (“Company Marks”) and The Promotional Materials in order to fulfill Affiliate’s obligations under this Agreement solely in the form delivered by Company. Affiliate is only entitled to use the Company Marks and The Promotional Materials to the extent that the Affiliate is a member in good standing in the Program.
9 Reservation of Rights
Company reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Company retains all right, title, and interest in and to the Company Marks and The Promotional Materials, together with all intellectual property rights thereto.
Affiliate acknowledges and agrees that Company may identify Affiliate or the Affiliate Site as a participant in the Program without providing Affiliate prior notice or obtaining Affiliate’s specific written consent. Such identification may be oral, written, or electronic and may include, but is not limited to, public announcements, The Promotional materials, internal and external reports, and public filings.
During the Term of the Agreement and thereafter, each party will use and reproduce the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose, and will restrict disclosure of the other party’s Confidential Information to its employees, consultants or independent contractors with a need to know, and will not disclose the other party’s Confidential Information to any third party with-out the prior written approval of the other party. Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party, if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. As used in this Agreement, the term “Confidential Information” refers to: (i) The terms
and conditions of this Agreement; (ii) Each party’s trade secrets, business plans,
strategies, methods and/or practices; and (iii) Any other information relating to either party or its business that is not generally known to the public, including but not limited to information about either party’s personnel, products, customers, marketing strategies, services or future business plans. Notwithstanding the foregoing, Confidential Information specifically excludes: (a) Information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of the other party; (b) Information that is known to either party without restriction, prior to receipt from the other party under this Agreement, from its own independent sources as evidenced by such party’s written records, and which was not acquired, directly or indirectly, from the other party; (c) Information
that either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (d) Information independently developed by either party’s employees or agents, provided that either party can show that those same employees or agents had no access to the Confidential Information received hereunder.
12.1 Affiliate acknowledges that by entering into and performing its obligations under this Agreement, Company does not assume and should not be exposed to the business and operational risks associated with Affiliate’s business.
12.2 Accordingly, in addition to any other indemnification obligations in this
Agreement, Affiliate shall protect, defend, hold harmless and indemnify Company and its officers, directors, shareholders, agents, employees, Affiliates, subsidiaries, and third party partners from and against any and all claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless, fraudulent or false (including court costs and reasonable attorneys’ fees) incurred as a result of claims of customers or other third parties against Company and its Affiliates, licensors, suppliers, officers, directors, employees and agents arising from or connected with any of Affiliate’s content, activities, omissions or related business, or Affiliate’s misuse, unauthorized modification or unauthorized use of the Company Marks and The Promotional Materials provided by Company hereunder.
13 Limitation of Liability
13.1 Company makes no express or implied warranties or representations with
respect to the Program or any Qualifying Products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement,
or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Company makes no representation that the operation of its website will be uninterrupted or error-free, and Company will not be liable for the consequences of any interruptions or errors.
13.2 Under no circumstances will Company be liable for indirect, special, or
consequential damages (or any loss of revenue, profits, or data) arising in
connection with this Agreement or the Program, even if Company has been advised of the possibility of such damages. Without limiting the foregoing, Company’s aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Fees paid or payable to Affiliate pursuant to this Agreement.
Company may modify any of the terms and conditions contained in this Agreement at any time and in Company’s sole discretion by posting a change notice or a new agreement on the Company Site or by sending a revised agreement to Affiliate. Modifications may include, but are not limited to, changes in Commission Payments, payment procedures, and The Program rules. In the event that Affiliate determines that any such modification is unacceptable, Affiliate understands that its only recourse is to terminate this Agreement. Affiliate’s continued participation in the Program following Company’s posting of a change notice or new agreement on the Company Site or Affiliate’s receipt of a revised agreement will constitute binding acceptance of the change.
15 Compliance with the Agreement
Company has the right in its sole discretion to monitor the Affiliate Site and Affiliate’s Marketing Channels and to determine if Affiliate is in compliance with the terms of this Agreement. Should Company determine in its sole discretion that the Affiliate is, at any time, unsuitable for the purposes of continuing in the Program, Company may terminate this Agreement upon written notice to Affiliate.
16 Relationship of Parties
Affiliate and Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make or accept any offers or representations on Company’s behalf. Affiliate will not make any statement, whether on Affiliate Site or otherwise, that reasonably would contradict anything in this Section. Affiliate, as an independent contractor, will have sole responsibility for its expenses, employees, sales representatives and agents.
17.1 Entire Agreement. This is the entire Agreement between the parties and
supersedes all prior agreements and negotiations between the parties, as well as
any prior writings.
17.2 Severability. Every provision of this Agreement is intended to be severable. If
any term or provision of this Agreement is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.
17.3 Waiver. If one party waives any term or provision of this Agreement at any
time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that party retains the right to enforce that term or provision at a later time.
17.4 Notice. Any notice, direction or other communication given under this
Agreement by a party will be in writing and given by sending it via e-mail or via
17.5 Assignment. Affiliate may not assign this Agreement without the prior written consent of Company. Company may assign this Agreement at its election.
17.6 Jurisdiction and Disputes. The laws of the Province of Ontario shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties to this Agreement. Any dispute that arises out of or relates to this Agreement will be resolved via binding arbitration in Ontario in accordance with the policies set forth by a professional arbitration association.
17.7 Successors and Assignees. This Agreement binds and benefits the heirs,
successors, and assignees of the parties.